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Hrvatska Poštanska Banka d.d.

Governance Information Apr 29, 2025

2090_rns_2025-04-29_280563e5-e1c0-45c0-9db7-2ed94472d8e3.pdf

Governance Information

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Management Board Jurišićeva ulica 4, HR-10000 Zagreb Phone: +385 1 4804 400, +385 1 4804 409 Fax: +385 1 4810 773

Zagreb, April 29, 2025. No: F00-60/25-SS

Zagreb Stock Exchange Inc. Croatian Financial Services Supervisory Agency ("HANFA") Croatian News Agency OTS HINA

Subject: HRVATSKA POŠTANSKA BANKA, p.l.c.

  • The Corporate Governance Code
  • Compliance questionnaire for 2024

Hrvatska poštanska banka, p.l.c.

LEI 529900D5G4V6THXC5P79

State of Issuer Republic of Croatia

ISIN HRHPB0RA0002

Stock Exchange Identifier HPB Regulated Market/ Segment

Home Member

Zagreb Stock Exchange Inc. Official Market

Hrvatska poštanska banka d.d. ⋅ Jurišićeva ulica 4, 10000 Zagreb, Croatia ⋅ tel.: +385 1 4890 365 ⋅ [email protected] ⋅ www.hpb.hr Management Board: Marko Badurina, President ⋅ Anto Mihaljević, Member ⋅ Ivan Soldo, Member ⋅ Tadija Vrdoljak, Member ⋅ Josip Majher, Member ⋅ Marijana Miličević, Chairman of the Supervisory Board ⋅ IBAN: HR46 2390 0011 0700 0002 9 ⋅ SWIFT: HPBZHR2X ⋅ OIB: 87939104217 ⋅ Registered with Zagreb Commercial Court under number MBS: 080010698 ⋅ Share capital of EUR 161,970,000.00 divided into 2,024,625 ordinary shares each in the nominal value of EUR 80.00 and paid in full.

COMPLIANCE QUESTIONAIRE FOR ISSUERS OF SHARES

All questions contained in this questionnaire relate to the period of one calendar year.

The Corporate Governance Code is intended for companies with two-tier governance structure considering that such a governance structure is most common in companies whose shares are listed on the Zagreb Stock Exchange. If the issuer has a one-tier structure, the questionnaire on management practices is answered in accordance with Appendix B of the Code of Corporate Governance

Companies respond to questions from the compliance questionnaire with YES, NO or Partially by selecting answers from a drop-down menu for each question. For questions where company has responded with YES column Explanation is not filled. For questions where company has responded with NO or PARTIALLY in the column Explanation it should explain why this is so, that is:

  • explain in which part it does not comply with the provisions of the Code and for what reason, - describe the measures taken in the place of compliance with provisions of the Code in order to fulfill the objectives set out in the relevant principles of the Code - if the company intends to comply with the provisions of the Code in the future, indicate when it will start to act accordingly.

Instructions for generating XML Schema from XLS files are published on Hanfa's website under Technical instructions and forms in section Transparency of the issuer.

Year Institution
code
2024 319

Instructions:

  • * Year is entered without period (eg. 2019)
  • * Enter the year for which data are entered in the questionnaire
CHAPTER PROVISION ARTICLE QUESTION ANSWER
(Each question is
answered by chosing
the answer from the
drop-down menu)
EXPLANATION
(fulfill only for questions that were answered with "NO" or "PARTIALLY")
1 Cooperation 1 The articles of association and/or other internal acts clearly define the powers of the supervisory
board and management board.
YES
1 Cooperation 1 The articles of associationand/or other internal acts are available free of charge on the website of
the company.
YES
1 Cooperation 2 The supervisory board has adopted a decision in which it stated categories of decisions and legal
transactions that require prior approval by the supervisory board and those decisions about which
management board must consult with the supervisory board before making a decision, and a
summary thereof is available free of charge on the website of the company.
NO The Credit InstiThe Credit Institutions Act, relevant bylaws and internal acts of the
Bank define for which categories of decisions or legal affairs the prior consent of the
Supervisory Board is required.
1 Cooperation 2 The articles of association and/or internal company acts provide for prior consent of the
supervisory board for making important decisions that affect the strategy of the company,
expenses, risk exposure and reputation.
YES
1 Cooperation 3 The articles of association and/or internal company acts stipulate that the supervisory board and
its committees have timely access to documents, premises and employees when necessary for
the performance of their duties.
YES
1 Cooperation 4 The articles of association and/or other internal company acts stipulate that the management
board must report to the supervisory board at regular intervals on the operating results of the
company, financial situation, substantial financial and non-financial risks and results of interaction
with shareholders and other stakeholders.
YES
1 Cooperation 5 Statutes and/or internal company documents stipulate that the president of the management
board shall immediately notify the supervisory board if there is or is likely for an event to arise that
has the potential to significantly affect the results, financial position or reputation of the company.
NO Article 42 of the Article 42 of the Credit Institutions Act defines in which cases the
Bank's Management Board must notify the Supervisory Board.
1 Rules of conduct 6 The supervisory board approved the code of conduct (or other internal act), which establishes
rules of conduct to be followed by members of the management and supervisory board members,
employees and others acting on behalf of the company, which also contains rules and measures
to be taken in case of its violations.
YES
1 Rules of conduct 6 Code of Conduct (or other internal act) is available free of charge on the website of the company. YES
2 Conflict of interest 7 For members of the management board and the supervisory board the prohibition of participation
in decision-making in relation to which there are conflicts of interest is stipulated.
YES
2 Conflict of interest 7 The supervisory board has given prior consent to the policy for managing conflicts of interest. YES
2 Conflict of interest 7 The policy for managing conflicts of interest is available free of charge on the website of the
company.
YES
2 Conflict of interest 8 Members of the supervisory board are obliged to inform the entire supervisory board that they are
in an actual or potential conflict of interest.
YES
2 Conflict of interest 8 Management board members have a duty to inform the president of the supervisory board and
other members of the management board of an actual or potential conflict of interest.
YES
2 Conflict of interest 8 The supervisory board keeps records of all notices pertaining to conflict of interest. YES
2 Conflict of interest 9 Member of the management board or the supervisory board has an obligation to inform the
President and/or Vice-President of that board if it considers that another member of management
or supervisory board is in an actual or potential conflict of interest.
YES
2 Competition ban 10 Members of the supervisory board and management do not perform activities that compete with
the business of the company, are not members of the management or supervisory boards of the
companies that carry out such activities nor hold more than 5% stake in such companies.
YES
2 Competition ban 10 Members of the management board and the supervisory board who hold shares in the companies
with which the company is in the competition, informed the secretary of the company of all the
shares in such companies and the details of these shares are available free of charge on the
website of the company.
YES
2 Related party
transactions
11 No transactions between members of the management or supervisory board and the company
(or a person affiliated with any party) can not be concluded without the prior consent of the
supervisory board.
YES
2 Related party
transactions
11 The fair value of each material transaction must be confirmed by an independent expert prior to
any such transaction, and his or her report has to be available free of charge on the website of the
company.
NO As the Bank is dealing with credit and deposit operations, the fair value of these
transactions is equal to the nominal monetary value. The Credit Institutions Act,
bylaws and EU regulations applicable to credit institutions do not prescribe
described conduct in such transactions.
2 Related party
transactions
12 The company has adopted procedures for the approval and disclosure of transactions between
members of the management or supervisory board and the company (or a person affiliated with
any party).
YES
2 Related party
transactions
12 The audit committee annually assesses the effectiveness of these procedures. YES
3 The role of the
supervisory board
13 The supervisory board is responsible for appointing and dismissing members of the management
board and making recommendations for candidates for members of the supervisory board to the
general meeting.
YES
3 The role of the
supervisory board
13 The supervisory board has approved formal and transparent procedure for the appointment to
both management and supervisory boards.
YES
3 The role of the
supervisory board
14 The supervisory board has set as a target percentage of female members of the supervisory
board and the management board, which must be achieved in the next five years and adopted a
plan for the implementation of this goal. Percentage on target and plan were published in the
YES
3 The role of the 14 annual report.
A report explaining progress on the plan has been published in the annual report.
YES
3 supervisory board
The role of the
nomination
15 The nomination committee has all the tasks listed in Article 15 of the Code. YES
committee
Election of
When nominating candidates for the supervisory bord to the general meeting for election the
3 supervisory board
members by the
general meeting
Election of
16 company provides information within the general meetin materials on the items requested by
Article 16. of the Code.
YES
3 supervisory board
members by the
general meeting
16 Informations provided by Article 16 of the Code are freely available on the company`s website. YES
3 Election of
supervisory board
members by the
general meeting
17 Materials for the general meeting contain all the information listed in Article 17 of the Code. YES
3 Election of
supervisory board
members by the
general meeting
18 The information referred to in Article 17 of the Code is available free of charge on the website of
the company also in cases where workers' representative or another member of the supervisory
board which is not elected by the shareholders at the general meeting is apointed.
NO The provisions of Bank's Articles of Association don't define members of
the Supervisory Board elected among employees' representatives or members
who are not elected by the shareholders at the General Assembly.
4 Responsibilities of
the supervisory
board
19 The terms od reference of the supervisory bord include all the responibilities set in Article 19. of
the Code.
YES
4 Composition 20 The supervisory board has developed a supervisory board profile which specifes the minimum
number of members and combination od skills, knowledge and education, as well as
professionaln and practical experience that required in the supervisory board.
PARTIALLY The Bank's Articles of Association, determined by the General Assembly,
define the number of Supervisory Board members, but it's target structure and
conditions for membership are defined by the Policy on the target structure and
the assessment of the suitability of the members of the Supervisory of the Bank,
in accordance with Credit Institutions Act and Decision on the assessment of the
suitability of the chairperson of the management board, members of the
management board, members of the supervisory board and key function holders
in a credit institution, issued by Croatian National Bank.
4 Composition 21 The supervisory board includes members of different gender, age, profile and experience to
ensure a diversity perspective when making decisions.
YES
4 Composition 22 Majority of the members of the supervisory board are independent in accordance with the NO Two out of three members of the Supervisory Board are not independent as
4 Composition 22 definition set out in Appendix A of the Code.
The President or deputy president of the supervisory board are independent.
YES defined in Annex A of the Code.
4 President 23 The president of the supervisory bord is responible for the activities listed in Article 23. of the
Code.
YES
4 Board committees 24 Supervisory board established the nomination committee. YES
4
4
Board committees
Board committees
24
24
Supervisory board established the renumeration committee.
Supervisory board established the audit committee.
YES
YES
4 Board committees 24 The supervisory board stipulated the manadate and activities of each committee. PARTIALLY The Supervisory Board has established the mandate and activities of each its
committees, with the exception of the mandate of two members of the Audit
Committee who are simultaneously members of the Supervisory Board, since
they are elected by the General Meeting which also determines their mandate.
4 Board committees 26 Each committee of the supervisory board consists of members who have the necessary skills,
knowledge and education, as well as professional and practical experience to carry out the
committee responsibilities effectively.
YES
4
4
Board committees
Board committees
27
27
Each committee of the supervisory board has at least three members.
Majority of the members of each committee of the supervisory board are independent (as defined
in Appendix A of the Code).
YES
PARTIALLY
Majority of Audit Committee members are independent, while other Supervisory
Bord committees are consisted of members of Supervisory Board, where one
member is indempendent.
4 Board committees 27 Board members are prohibited to be members of the committee of the supervisory board. YES
4 Board committees 28 The terms of reference of each committee is made freely available on the company's website YES
4 Board committees 28 The Company's annual report includes a report on the work of each committee of the supervisory
board as well as information on the number of meetings held and the members of the committee. YES
The minimun expected time commitmnet of each supervisory board member is specified on their
One of conditions checked during assessing the suitability of candidates for
4 Time commitment 29 appointment. PARTIALLY electing as members of Supervisory Bord, is the assessment of the possibility
of his commitment to the performance of duties.
4 Time commitment 29 The annual report includes record of attendance at the meetings for each member of the
supervisory board and its committees.
YES
4 Time commitment 30 The articles of association and/or internal company acts stipulate the obligation of the supervisory
board member to inform the secretary of the company about their membership in the supervisory
board or the management board of other companies.
YES
4 Frequency and
format of meetings
31 The supervisory board meets at least every three months. YES
4 Frequency and
format of meetings
31 The supervisory board has adopted a workplan that includes time and agenda of future meetings. YES
4 Frequency and
format of meetings
31 Committees of the supervisory board shall meet as often as necessary for the effective discharge
of their duties, and regularly report to the supervisory board on its activities.
YES
4 Frequency and
format of meetings
32 The supervisory board can meet without the participation of the management board where it
considers it appropriate.
YES
4 Frequency and
format of meetings
32 Non-Board committee memebers can participate in committee meeting only at the invitation of the
committee.
YES
4 Support 33 The company has designated an individual to carry out the duties of a company secretary. YES
4 Support 33 According to the company's internal acts, the person carrying out the duties of a company
secretary is responsible for ensuring that supervisory board procedures are complied with,
advising the supervisory board on governance matters, supporting the president of the
supervisory board and helping the supervisory board and committees to function efficiently.
YES
4 Quality and
timeliness of
information
34 The board terms of reference and/or internal acts require the materials for supervisory board
meetings to be provided to all its members at least one week before the meeting.
YES
4 Quality and
timeliness of
information
Quality and
34 The bord committee terms of reference and/or internal acts require the materials for board
committee meetings to be provided to all its members at least one week before the meeting.
YES
4 timeliness of
information
Quality and
35 The articles of association and/or internal company acts anticipate that the minutes of the meeting
of the supervisory board must be available to all members of the supervisory board.
YES
4 timeliness of
information
35 Supervisory Board meeting minutes provide data on voting results including details of how
individual members voted.
YES
4 Quality and
timeliness of
information
36 The supervisory board has the right to receive information and advice from people outside the
company at the expense of the company if it considers it necessary to successfully carry out its
duties, provided that the procedure for it is specified in the internal documents of the company
issued by the management board with the consent of the supervisory board.
PARTIALLY This right of Supervisory Bord is prescribed by the CNB Decision on the
Management System.
4 Training and 37 All members of the supervisory board at the time of appointment received introduction training for YES
4 development
Training and
37 their role.
All supervisory bord members receive ongoing training and education to improve their sills and
YES
4 development
Training and
38 knowledge.
The supervisory board members receive regular updates and briefings from the management
YES
4 development
Supervisory board
39 board and experts on matters relevant to the company and to their duties.
The supervisory board evaluated its effectiveness in the past 12 months.
YES
evaluation
Supervisory board
4 evaluation
Supervisory board
39 The supervisory board assessed the individual results of its members in the last 12 months. YES
4 evaluation 39 The evaluation of the supervisory board was led by the president or deputy president. YES
4 Supervisory board
evaluation
40 The evaluation of the supervisory board included an assessment of all the matters specified in
Article 40 of the Code
NO Structure of the Supervisory Board is evaluated once a year for credit institutions,
through a regular annual assessment of the collective suitability of the Supervisory
Board.
4 Supervisory board
evaluation
41 The annual report includes the assessment report of the supervisory board and its committees in
which they assessed all the circumstances set out in Article 41 of the Code.
PARTIALLY Annual Report comprises a summary of results of Supervisory Board member
fit&proper assessment. This assessment was carried out in line with applicable
regulation by the Committee for fit&proper assessment that had been established in
the Bank. On yearly basis, General Assembly issues a Decision on suitability of
Supervisory Board on an individual and collective level. This Decision is publicly
disclosed.
5 Responsibilities of
the management
bord
42 The duties of management board include all the activities listed in Article 42 of the Code. YES
5 Responsibilities of
the management
bord
43 The supervisory board has approved internal rules of procedure adopted by the management
board that define the matters specified in Article 43. of the Code.
PARTIALLY Management Board of the Bank adopted the rules of procedure of Management
Board and defined the provisions of Article 43 of the Code.
5 Responsibilities of
the management
bord
44 In the case of groups, the management board of the parent company is obliged to ensure
effective oversight over the activities of other companies in the group.
YES
5 Responsibilities of
the management
bord
44 The articles of association and/or internal company acts contain rules governing responsibilities
and reporting procedures at the level of the parent company and subsidiaries.
YES
5 Composition 45 The supervisory board ensures that management maintains a profile of the management board
which determines the minimum number of members and a combination of members who
possess the skills, knowledge and education, as well as professional and practical experience that
are required for management board.
YES
5 The president 46 The president of the management board is formally responsible for the activities listed in Article
46. of the Code.
YES
5 Limits on other
appointments
47 Internal company documents provide that the members of the management board must obtain
the prior consent of the supervisory board before accepting appointment to the management
NO Regulated by the Act on the prevention of conflict of interest.
5 Limits on other 47 board or supervisory board which is not part of the same group.
Internal documents of the company provide that board members are prohibited from holding more
NO Regulated by the Act on the prevention of conflict of interest.
5 appointments
Board evaluation
48 than two positions in the management or supervisory board of other such companies.
The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for
cooperation between the supervisory board and the management board, as well as the adequacy
YES
of support and information received from the management board.
Results of the evaluation of arrangements for cooperation between the supervisory board and
5 Board evaluation 48 management are included in the annual report.
The management board has evaluated its own effectiveness and that of its individual members in
YES
5 Board evaluation 49 the last 12 months.
The management board has reported the conclusions of the evaluations of its members to the
YES
5 Board evaluation 49 supervisory board. YES
6 Role of
remuneration
committee
50 The duties of the remuneration board include all the activities listed in Article 50 of the Code. YES
6 Remuneration of
management board
members
51 The supervisory board determines the annual remuneration of of each member of the
management board, based on recommendations of the remuneration committee and in
accordance with the approved remuneration policy.
YES
6 Remuneration of
management board
members
52 The level of receipts of members of the management board takes into account the agreed
strategy, risk appetite, the economic environment in which the company operates as well as
wages and conditions of workers within companies.
YES
6 Remuneration of
management board
members
53 Remuneration policy provides that a management board member may not dispose of the shares
assigned to it as part of the remuneration at least two years from the date on which the shares
were assigned to him or her.
YES
6 Remuneration of
management board
53 Remuneration policy provides that a management board member may not make use of stock
options assigned to him or her as part of the remuneration for at least two years from the date on
YES
members
Remuneration of
which stock options were assigned to him or her.
Remuneration policy includes provisions that closely define the circumstances in which a portion
6 management board
members
Remuneration of
53 of the remuneration of management board member was put on hold or to was asked to be
returned.
Remuneration level for the president of the supervisory board and of other members of the
YES
6 supervisory board
members
54 supervisory board reflects the time commitment and responsibilities, including the time
commitment and responsibilities in the committees of the supervisory board.
YES
6 Remuneration of
supervisory board
members
55 Remuneration policy and/or internal company documents prohibit the inclusion of variable
elements or other elements related to performance in the remuneration of the supervisory board. YES
6 Reporting on
remuneration
56 Remuneration policy of the company was approved by shareholders at a general meeting. YES
6 Reporting on 56 The company has made freely available on its website its remuneration policy, as approved by the YES
6 remuneration
Reporting on
57 shareholders.
Annual report on remuneration includes data on remuneration of each individual member of the
YES
remuneration
Roles of the
supervisory board as well as other information contained in Article 57 of the Code.
Management board, with the prior approval of the supervisory board, adopted a policy that
7 supervisory and
management
boards
Roles of the
58 determines the nature and extent of risk that company needs and that is willing to take in order to
achieve all the long-term strategic objectives ( "risk appetite").
YES
7 supervisory and
management
boards
59 The management board is formally responsible for the activities listed in Article 59 of the Code. YES
7 Role of the audit
committee
60 Terms of reference of the audit committee includes all activities listed in Article 60 of the Code. YES
7 Role of the audit
committee
61 The audit committee, the supervisory board or one of its committees, undertook the activities
referred to in Article 61 of the Code.
YES
7 Relations with the
external auditor
62 The audit committee oversees the process of selection and appointment of external auditors in
accordance with the legal requirements and makes recommendations to the supervisory board
for the selection of the external auditor and conditions for their appointment.
YES
7 Relations with the 63 The audit committee in the last 12 months approved the work plan of the external auditors, which YES
external auditor
Relations with the
includes the scope and content of the activities to be audited.
The audit committee shall meet as necessary with the external auditors to discuss the issues that
7 external auditor 63 have been identified during the audit and to oversee the quality of services provided. YES
7 Relations with the
external auditor
64 The audit committee if responsible for monitoring the independence and objective of external
auditor.
YES
7 Relations with the
external auditor
64 The audit committee approved a policy on permitted non-audit services provided by the external
auditor.
PARTIALLY Any non audit service contracted with the statutory auditor, which is not prohibited
in accordance with EU Regulation 537/2014, is subject to prior consent of the audit
committee.
7 Risk management
and internal control
65 The audit committee evaluated the effectiveness of risk management and internal control system
as a whole at least once a year.
YES
7 Risk management
and internal control
65 The audit committee, where appropriate, makes recommendations to the supervisory board and
management board regarding the effectiveness of risk management and internal control systems. YES
7 Risk management
and internal control
66 The company maintains an effective risk management system that provides reliable identification
of risk measurement, answers, reporting and supervision.
YES
7 Risk management
and internal control
66 The company has determined clear internal responsibilities for the maintenance of the risk
management system and a clear procedure for maintaining contact between persons responsible
and the audit committee.
YES
7 Risk management
and internal control
67 The company has established an internal audit function responsible for monitoring the
effectiveness of internal control systems, including risk management.
YES
7 Risk management
and internal control
67 The audit committee approved the internal audit plan in the last 12 months. YES
7 Risk management
and internal control
67 The audit committee receives reports of internal auditors and monitors the implementation of its
recommendations.
YES
7 Risk management
and internal control
68 The audit committee shall recommend to the supervisory board the appointment or dismissal of
the heads of the internal audit function.
YES
7 Risk management
and internal control
68 If the company des not have internal audit function, the audit committee has once in the last 12
months evaluated the need for this function as part of its assessment of internal control systems. NO
The Bank has an internal audit function.
7 Whistle-blowing 68 Management board, with the prior approval of the supervisory board, adopted a procedure for
reporting violations of laws or internal rules of the company, actual or in the case of suspected
violation.
PARTIALLY Subsequent to negotiation with union representative carrying out a function of
workers' committee, the Bank's Management Board has adopted a Manual on
procedure for reporting irregularities, which is completely compliant with the
Wistleblower Protection Act (NN 46/22). According to this Act, there is no legal
basis due to which Supervisory Board's assent would be nSubsequent to
negotiation with union representative carrying out a function of workers' committee,
the Bank's Management Board has adopted a Manual on procedure for reporting
irregularities, which is completely compliant with the Wistleblower Protection Act
(NN 46/22). According to this Act, there is no legal basis due to which Supervisory
Board's assent would be necessary.
7 Whistle-blowing 69 The procedure ensures that workers and external stakeholders do not suffer negative
consequences if they report suspicious behavior.
YES
7 Whistle-blowing 69 Details of the procedure for registration are available free of charge on the website of the
company.
YES
7 Whistle-blowing 70 Statute and/or internal company documents stipulate the duty of the management board to inform
the supervisory board of any irregularities and and to agree on measures that must be
YES
7 Whistle-blowing 70 implemented.
The audit committee evaluated the effectiveness of the procedure and its application in the last 12
months.
PARTIALLY In accordance with special regulations for CI, the Audit Committee is not competent
to evaluate the effectiveness of the whistle-blowing procedure and its application.
The role and competence of the AC of the Bank is prescribed in Art. 12 of the
Whistle-Blowing Ordinance, consists in verifying the facts and evidence specified in
the report received, to control the procedure for establishing all disputed facts, as
well as to propose appropriate measures after the procedure for establishing all the
facts has been closed. In 2024, no reports of irregularities were received; therefore
there was no need to carry out any controls, nor impose measures.
8 Use of the company
website
71 All information that the company is required to disclose in accordance with the law, rules on the
listing, the Code and its own Articles of Association are available free of charge on the website of
the company.
YES
8 Use of the company
website
72 The company makes freely available and easily accessible on the website all the information
requested by Article 72 of the Code.
YES
8 Use of the company
website
73 The company ensures that the information on the website is kept up to date and published in
accordance with time limits prescribed in law and regulations.
YES
8 Use of the company 73 All data on the website are freely available in both Croatian and English. YES
8 website
Annual report
74 The annual report contains all the information referred to in Article 74 of the Code. YES
9 Relations with
shareholders
75 The Company ensured that all shareholders, regardless of the number or type of shares they
hold, have equal access to information about the company and about the way they can carry and
YES
9 Relations with
shareholders
76 protect their rights.
The Company has established an effective formal mechanisms to ensure minority shareholders
the possibility of asking questions directly to president of the management board and president of
the supervisory board, and the details of the functioning of these mechanisms are available free of
charge on the website of the company.
YES
9 Relations with
shareholders
77 The Company has selected a person that will for all shareholders be the person to contact in
relations with investors, and contact of this person is available free of charge on the website of the
YES
9 General meeting 78 company.
The articles of associationand/or internal rules of the company do not in any way limit the ability of
shareholders to call a general meeting, to participate in it or to add items to the agenda.
YES
9 General meeting 79 The articles of association and/or internal company documents allow shareholders the opportunity
to exercise their right to vote by proxy without restriction.
YES
9 General meeting 79 The articles of associationand/or internal company documents allow shareholders the opportunity
to exercise their right to vote electronically without restrictions.
NO The provisions of the Bank's Articles of Association stipulate that the Bank's
Management Board is authorized to make a decision that would enable
shareholders to exercise all or only some of their rights by electronic
communication in full or in part when they do not personally participate in the
General Assembly on the place where it is held, all in accordance with relevant
provisions of the Companies Act and taking into account any additional
circumstances.
9 General meeting 79 Explanation of other ways in which shareholders can exercise its right to vote are set out in the
documents for the general meeting.
YES
9 General meeting 80 Notice of the general meeting is published no later than 30 days before it is held. YES
9 General meeting 80 The agenda, decisions and all other materials required for the general meeting are available free
of charge on the website of the company.
YES
9 General meeting 80 All documents are available in English and Croatian language. YES
9 General meeting 81 All persons referred to in Article 81 of the Code were present at the general meeting in the past 12
months.
YES
9 General meeting 81 The external auditor was present at the general meeting where financial statements are
presented.
YES
9 General meeting 82 The company has made the desicions of a general meeting freely available on its website without
delay.
YES
9 General meeting 82 Within 30 days from the date of the general meeting the company has made available on its
website free of charge answers to questions raised at the general meeting.
YES
10 Corporate social
responsibility
83 The supervisory and managent boards have agreed and adopted policies listed in Article 83 of the
Code.
YES
10 Corporate social
responsibility
83 These policies are available free of charge on the company's website. YES
10 Corporate social
responsibility
84 When the management board asks prior consent from the supervisory board for the decisions,
accompanying documents explain how the recommended measure is in line with the policies
associated with the impact assesment of company's activities on the environment and the
community, with the policies associated with the preservation of human rights and workers' rights
and the measures associated with prevention and sanctioning of corruption and bribery.
YES
10 Stakeholder
engagement
85 The supervisory board and management board jointly identified which are considered key
stakeholders in relation to company.
YES
10 Stakeholder
engagement
85 Management board has ensured the existence of effective mechanisms for regular interaction
with key stakeholders, as well as to inform the supervisory board about the results of these
communications.
YES
10 Stakeholder
engagement
86 The supervisory board is authorized, subject to prior notification to the president of the
management board, to organize meetings with external stakeholders when it deems it necessary. PARTIALLY
Supervisory Board is authorized to communicate with the supervisor in accordance
with the Croatian National Banks Decision on the method of exercising supervision
of credit institutions and imposing supervisory measures.
10 Stakeholder
engagement
87 In the mandate of every committee of the supervisory board it is provided for what purpose
president of the committe may communicate directly with stakeholders and what procedure to
follow.
PARTIALLY Audit Committee is authorized to communicate with the audit company that
performs the Bank's statutory audit, pursuant to the Audit Act and Regulation.

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